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Global Corn Group Limited Capital/Financing Update 2019

Mar 12, 2019

50915_rns_2019-03-12_092b8cdb-56a3-4a8c-b959-33fbe840f182.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities for the content of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Global bio-chem TechnoloGy Group company limiTed 大成生化科技集團有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00809)

Global SweeTenerS holdinGS limiTed 大成糖業控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 03889)

JoinT announcemenT

(1) TerminaTion oF TranSacTion in relaTion To The TranSFer oF Two SubSidiarieS in chanGchun From The GSh Group To The GbT Group

(2) updaTe oF The STaTuS oF The debT-eQuiTy Swap propoSal

(1) TerminaTion oF TranSacTion in relaTion To The TranSFer oF Two SubSidiarieS in chanGchun From The GSh Group To The GbT Group

Reference is made to the joint announcements (the “ Joint announcements ”) of Global Biochem Technology Group Company Limited and Global Sweeteners Holdings Limited dated 21 July 2017, 16 January 2018, 16 July 2018 and 31 December 2018 in relation to the transfer of two subsidiaries in Changchun from the GSH Group to the GBT Group. Capitalised terms used herein shall have the same meanings as those defined in the Joint Announcements.

Pursuant to the S&P Agreement, the Completion is conditional upon fulfillment or waiver of the conditions precedent set out in the paragraph headed “Conditions” in the joint announcement dated 21 July 2017 on or before the Long Stop Date, among which, the relevant member of the GSH Group shall have obtained the release of the guarantee and/or charge given by the relevant member of the GSH Group in respect of the indebtedness of the Dihao Foodstuff.

  • For identification purposes only

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As disclosed in the joint announcement of GBT and GSH dated 31 December 2018, the release of the guarantee and/or charge was subject to final approval from the relevant bank. The relevant member of the GSH Group was advised by the relevant bank that the final approval would only be given subject to certain conditions which were considered and not accepted by the relevant member of the GSH Group.

While no consensus for alternative solution can be reached between the relevant member of the GSH Group and the relevant bank, both the GBT Group and the GSH Group have been actively negotiating with their lending banks for the restructuring of the debts of their member companies in Changchun, the PRC, including the debt-equity swap proposal of the GBT Group and the GSH Group. Since the restructuring of debt involves a number of banks in the PRC, the parties consider it more appropriate to keep the current corporate structure as is in order to facilitate the negotiation and approval process.

Therefore, in view of the above, the Vendors and the Purchaser have mutually agreed to terminate the S&P Agreement, and neither party shall have any claim against each other under the S&P Agreement.

(2) updaTe oF The STaTuS oF The debT-eQuiTy Swap propoSal

The GBT Board and the GSH Board wish to update their respective shareholders and investors on the status of the debt restructuring.

The proposed debt and corporate restructuring involving the GBT Group and the GSH Group has been incorporated in the update version of the debt-equity swap proposal. As at the date of this announcement, the negotiation on the debt-equity swap proposal with the People’s Government of Jilin Province and the headquarters of the lending banks of the GBT Group and the GSH Group in the PRC is still on-going. The management of GBT and GSH expect that the debt-equity swap proposal, if materialised, would be able to strengthen the financial position of GBT and GSH. However, the boards of directors and the management of GBT and GSH wish to remind shareholders and potential investors of GBT and GSH that the success and favourable outcomes in relation to the debt-equity swap proposal are still subject to uncertainties and the debt-equity swap may or may not be materialised at this stage. The management of GBT and GSH will endeavour to facilitate the materialisation of the debt-equity swap proposal for the benefit of their shareholders’ interest as a whole.

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GBT and GSH will make further announcement(s) in relation to any progress or details of the proposed debt restructuring involving the GBT Group and the GSH Group as and when appropriate.

By order of the GBT Board By order of the GSH Board Global bio-chem Technology Group company limited Global Sweeteners holdings limited yuan weisen Zhang Zihua Chairman Acting Chairman

Hong Kong, 12 March 2019

As at the date of this announcement, the GBT Board comprises three executive directors, namely Mr. Yuan Weisen, Mr. Zhang Zihua and Mr. Liu Shuhang; one non-executive director, namely, Ms. Liang Wanpeng; and three independent non-executive directors, namely, Mr. Ng Kwok Pong, Mr. Yeung Kit Lam and Mr. Zhao Jin.

As at the date of this announcement, the GSH Board comprises one executive director, namely Mr. Zhang Zihua; and three independent non-executive directors, namely, Mr. Fong Wai Ho, Mr. Lo Kwing Yu and Mr. Wang Wenquan.

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